Dionex (DNEX) DEF 14A Definitive proxy

UNITED STATES SECURITIES
AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

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Dionex Corporation

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TABLE OF CONTENTS

DIONEX CORPORATION

501 Mercury Drive

Sunnyvale, California 94085

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on October 26, 2010

TO THE STOCKHOLDERS OF DIONEX CORPORATION:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Dionex Corporation, a Delaware corporation (the “Company”), will be held at Dionex Corporation, 501 Mercury Drive, Sunnyvale, California, on Tuesday, October 26, 2010 at 9:30 a.m. local time, for the following purposes:

1. To elect the six nominees for director named herein to serve for the ensuing year and until their successors are elected.

2. To ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for its fiscal year ending June 30, 2011.

3. To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice.

The Board of Directors has fixed the close of business on September 7, 2010 as the record date for the determination of stockholders entitled to notice of and to vote at this Annual Meeting and at any adjournment or postponement thereof.

Important Notice Regarding the Availability of Proxy Materials for the Stockholders’ Meeting to Be Held on October 26, 2010. The proxy statement and annual report to stockholders are available athttp://investor.dionex.com/annuals.cfm. The Board of Directors recommends that you vote FOR the proposals identified above.

By Order of the Board of Directors

Gina M. Christopher
Secretary

Sunnyvale, California

September 21, 2010

YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY. STOCKHOLDERS WITH SHARES REGISTERED DIRECTLY WITH THE COMPANY’S TRANSFER AGENT, COMPUTERSHARE TRUST COMPANY N.A. (“COMPUTERSHARE”), MAY CHOOSE TO VOTE THOSE SHARES VIA THE INTERNET AT COMPUTERSHARE’S VOTING WEB SITE (WWW.INVESTORVOTE.COM/DNEX), OR THEY MAY VOTE TELEPHONICALLY, WITHIN THE U.S. ONLY, BY CALLING COMPUTERSHARE AT1-800-652-8683. STOCKHOLDERS HOLDING SHARES WITH A BROKER OR BANK MAY ALSO BE ELIGIBLE TO VOTE VIA THE INTERNET OR TO VOTE TELEPHONICALLY IF THEIR BROKER OR BANK PARTICIPATES IN THE PROXY VOTING PROGRAM PROVIDED BY ADP INVESTOR COMMUNICATION SERVICES. SEE “VOTING VIA THE INTERNET OR BY TELEPHONE” IN THE PROXY STATEMENT FOR FURTHER DETAILS. EVEN IF YOU HAVE VOTED BY PROXY, YOU MAY STILL VOTE IN PERSON IF YOU ATTEND THE MEETING. PLEASE NOTE, HOWEVER, THAT IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK OR OTHER NOMINEE AND YOU WISH TO VOTE AT THE MEETING, YOU MUST OBTAIN A PROXY ISSUED IN YOUR NAME FROM THAT RECORD HOLDER.

DIONEX CORPORATION
501 Mercury Drive
Sunnyvale, California 94085

2010 PROXY STATEMENT

INFORMATION CONCERNING SOLICITATION AND VOTING

General

The enclosed proxy is solicited on behalf of the Board of Directors (the “Board”) of Dionex Corporation, a Delaware corporation (the “Company”), for use at the Annual Meeting of Stockholders to be held on Tuesday, October 26, 2010, at 9:30 a.m. local time (the “Annual Meeting”), or at any adjournment or postponement thereof, for the purposes set forth herein and in the accompanying Notice of Annual Meeting. The Annual Meeting will be held at Dionex Corporation, 501 Mercury Drive, Sunnyvale, California, 94085.

Solicitation

The Company will bear the entire cost of solicitation of proxies, including preparation, assembly, printing and mailing of this proxy statement, the proxy and any additional information furnished to stockholders. Copies of solicitation materials will be furnished to banks, brokerage houses, fiduciaries and custodians holding in their names shares of Common Stock beneficially owned by others to forward to such beneficial owners. The Company may reimburse persons representing beneficial owners of Common Stock for their costs of forwarding solicitation materials to such beneficial owners. Original solicitation of proxies by mail may be supplemented by telephone, telegram or personal solicitation by directors, officers or other regular employees of the Company. No additional compensation will be paid to directors, officers or other regular employees for such services.

The Company intends to mail this proxy statement and accompanying proxy card on or about September 21, 2010 to all stockholders entitled to vote at the Annual Meeting.

Stockholders may vote via the Internet, by telephone or by mailing a completed proxy card as an alternative to voting in person at the annual meeting. Information on how to vote in person at the annual meeting is discussed below under “Voting In Person at the Annual Meeting.” Directions to the annual meeting may be found at www.dionex.com.

Voting Via the Internet or by Telephone

Stockholders may grant a proxy to vote their shares by means of the telephone or on the Internet. The laws of Delaware, under which the Company is incorporated, specifically permit electronically transmitted proxies, provided that each such proxy contains or is submitted with information from which the inspector of election can determine that such proxy was authorized by the stockholder.

	If you hold your shares in an account with
If you hold your shares directly registered	a broker or bank that participates in
in your name with Computershare:	the ADP Investor Communication Services program:
To vote by phone:within the U.S. only, call toll-free1-800-652-8683.	To vote by phone:your voting form from your broker or bank will show the telephone number to call.
To vote via the Internet:use Computershare’s voting Web site (www.investorvote.com/dnex).	To vote via the Internet:use the Broadridge Financial Solutions, Inc.’s voting Web site (www.proxyvote.com).

For Shares Directly Registered in the Name of the Stockholder

Stockholders of record with shares registered directly with Computershare may grant a proxy to vote their shares by means of the telephone, within the U.S. only, by calling Computershare at1-800-652-8683 (toll-free), or may grant a proxy to vote their shares via the Internet at Computershare’s voting Web site (www.investorvote.com/dnex).

For Shares Registered in the Name of a Broker or Bank

Most beneficial owners whose stock is held in street name receive instructions for granting proxies from their banks, brokers or other agents, rather than the Company’s proxy card. A number of brokers and banks are participating in a program provided through Broadridge Financial Solutions, Inc. that offers telephone and Internet voting options. This program is different from the program provided by Computershare for shares registered directly in the name of the stockholder. If your shares are held in an account with a broker or bank participating in the Broadridge Financial Solutions, Inc. program, you may vote those shares telephonically by calling the telephone number shown on the voting form received from your broker or bank, or via the Internet at Broadridge Financial Solutions, Inc.’s voting Web site (www.investorvote.com).

General Information for All Shares Voted Via the Internet or By Telephone

Votes submitted via the Internet or by telephone must be received by 1:00 a.m., Eastern Daylight Time, on October 26, 2010. Submitting your proxy via the Internet or by telephone will not affect your right to vote in person should you decide to attend the Annual Meeting.

The telephone and Internet voting procedures are designed to authenticate stockholders’ identities, to allow stockholders to give their voting instructions and to confirm that stockholders’ instructions have been recorded properly. Stockholders granting a proxy to vote via the Internet should understand that there may be costs associated with electronic access, such as usage charges from Internet access providers and telephone companies that must be borne by the stockholder.

Voting In Person at the Annual Meeting

Stockholders of record with shares registered directly with Computershare may vote in person at the Annual Meeting. Whether or not you plan to attend the meeting, we urge you to fill out and return the enclosed proxy card or vote by proxy over the telephone or on the internet as instructed above to ensure your vote is counted. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you must bring to the meeting a letter from the broker, bank or other nominee confirming your beneficial ownership of the shares. Additionally, in order to vote at the meeting, you must obtain from the record holder a proxy issued in your name.

Voting Rights and Outstanding Shares

Only holders of record of Common Stock at the close of business on September 7, 2010 will be entitled to notice of and to vote at the Annual Meeting. At the close of business on September 7, 2010, the Company had outstanding and entitled to vote 17,337,513 shares of Common Stock. Each holder of record of Common Stock on such date will be entitled to one vote for each share held on all matters to be voted upon at the Annual Meeting.

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if a majority of the outstanding shares is represented by votes at the meeting or by proxy. Votes will be counted by the inspector of election appointed for the meeting, who will separately count “For” and “Against” votes, abstentions and broker non-votes. A “broker non-vote” occurs when a broker, bank or other agent holding shares as nominee for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that proposal and has not received instructions with respect to that proposal from the beneficial owner, despite voting on at least one other proposal for which it does have discretionary authority or for which it has received instructions. Abstentions will be counted towards the vote total for each proposal, and will have the same effect as “Withheld” or “Against” votes. Broker non-votes have no effect and will not be counted towards the vote total for any proposal.

Revocability of Proxies

Any person giving a proxy pursuant to this solicitation has the power to revoke it at any time before it is voted. It may be revoked by filing with the Secretary of the Company at the Company’s principal executive office, 501 Mercury Drive, Sunnyvale, California 94085, a written notice of revocation or a duly executed proxy bearing a

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later date, or it may be revoked by attending the meeting and voting in person. Attendance at the meeting will not, by itself, revoke a proxy.

Stockholder Proposals

The deadline for submitting a stockholder proposal for inclusion in the Company’s proxy statement and proxy card for the Company’s 2011 annual meeting of stockholders pursuant toRule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is May 25, 2011. Stockholders wishing to submit proposals or director nominations that are not to be included in such proxy statement and proxy card must give written notice to the Secretary at the principal executive offices of the Company not later than the close of business on July 28, 2011 nor earlier than the close of business on June 28, 2011. Stockholders are also advised to review the Company’s Bylaws, which contain additional requirements with respect to advance notice of stockholder proposals and director nominations.

Internet Availability of Proxy Materials

The proxy statement and annual report to stockholders are available athttp://investor.dionex.com/annuals.cfm.

Householding of Proxy Materials

The Securities and Exchange Commission (the “SEC”) has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies.

This year, a number of brokers with account holders who are stockholders in the Company will be “householding” the Company’s proxy materials. A single proxy statement will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that your broker will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate proxy statement and annual report, please notify your broker or direct your written request to: Investor Relations, Dionex Corporation, Evelyn Posey, 501 Mercury Drive, Sunnyvale, CA 94085 or contact Evelyn Posey at 1-408-481-4105. Stockholders who currently receive multiple copies of the proxy statement at their address and would like to request “householding” of their communications should contact their broker.

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PROPOSAL 1

ELECTION OF DIRECTORS

There are six nominees for the six Board of Directors (the “Board”) positions presently authorized in the Company’s Bylaws. Each director to be elected will hold office until the next annual meeting of stockholders and until his successor is elected and has qualified, or until such director’s earlier death, resignation or removal. Each nominee listed below is currently a director of the Company and was elected by the stockholders.

Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the six nominees named below. If any nominee should be unavailable for election as a result of an unexpected occurrence, such shares will be voted for the election of such substitute nominee as management may propose. Each person nominated for election has agreed to serve if elected, and management has no reason to believe that any nominee will be unable to serve. Directors are elected by a plurality of the votes of the holders of Common Stock present in person or represented by proxy and entitled to vote. In other words, the six nominees receiving the highest number of “for” votes from such holders will be elected.

THE BOARD OF DIRECTORS RECOMMENDS
A VOTE IN FAVOR OF EACH NAMED NOMINEE.

Nominees

The following information pertains to the nominees, their principal occupations for the preceding five-year period, certain directorships, and their ages as of August 31, 2010.

Name	Age		Positions Held with the Company
David L. Anderson		66	Director
A. Blaine Bowman		64	Director
Roderick McGeary		60	Director
Riccardo Pigliucci		63	Lead Director
Michael W. Pope		44	Director
Frank Witney		57	Director/President and Chief Executive Officer

Mr. Anderson has been a managing director of Sutter Hill Ventures, a venture capital investment partnership, since 1974. Mr. Anderson has served as a director of the Company since it began operations in 1980. Mr. Anderson is a director of various private companies. In the last five years, Mr. Anderson was also a director of BroadVision, Inc. and Molecular Devices Corporation. The Nominating and Corporate Governance Committee (the “Nominating Committee”) believes Mr. Anderson’s many years of experience both as managing director of a large venture capital firm and as a director of companies in various business sectors makes him highly qualified to serve on the Board.

Mr. Bowman has served as a director since the Company began operations in 1980 and as the Company’s President and Chief Executive Officer from that time until his resignation from those positions in August 2002. Mr. Bowman was Chairman of the Board until he resigned from this role in November 2005. Mr. Bowman is also a director of Illumina, Inc., a developer, manufacturer, and marketer of next-generation life-science tools and integrated systems for the analysis of genetic variation and biological function and the lead director at Cell Biosciences, Inc., a private life sciences company focused on defining the future of protein analysis. In the last five years, Mr. Bowman was also a director of Molecular Devices Corporation and Solexa, Inc. The Nominating Committee believes that Mr. Bowman is highly qualified to serve on the Board due to his position as Chief Executive Officer of the Company for more than twenty years and his experience as a director of many companies in the life sciences industry.

Mr. McGeary served as Chairman of the Board of BearingPoint, Inc., a management and technology consulting company from March 2005 to December 2008. From November 2004 to March 2005, he also served as interim Chief Executive Officer of BearingPoint, Inc. BearingPoint filed for protection under Chapter 11 of the United States Bankruptcy Code in February 2009 and its plan under Chapter 11 was declared effective as of December 30, 2009. From 2000 to 2002, Mr. McGeary was Chief Executive Officer of Brience, Inc., a wireless and

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broadband company. From 1997 to 2000, Mr. McGeary was Co-Chief Executive Officer of BearingPoint, Inc. Mr. McGeary has served as a director of the Company since November 2005. Mr. McGeary also currently serves on the board of directors of Cisco Systems, Inc. and National Semiconductor Corporation. In the last five years, Mr. McGeary was also a director of BroadVision, Inc., GoRemote, Inc. and Evident Software, Inc. Mr. McGeary is a certified public accountant. The Nominating Committee believes that Mr. McGeary’s many years of experience as a management and technology consultant and as senior management in various companies as well as his experience as a director of large public companies in various business sectors makes him highly qualified to serve on the Board.

Mr. Pigliucci is the Lead Director of the Company. Mr. Pigliucci has served as the Managing Partner of Aldwych Associates, LLP, a management and technology consulting partnership since 2007. Prior to joining Aldwych Associates, LLP and since 2005, he served as an independent consultant. Mr. Pigliucci was Chairman and Chief Executive Officer of Discovery Partners International, a supplier of equipment and services to the drug discovery market from 1998 until November 2005. Mr. Pigliucci has been a director of the Company since March 1998. Mr. Pigliucci currently serves on the board of directors of Oxford Nanopore Technologies. In the last five years, Mr. Pigliucci was a director of Biosphere Medical and various private companies. The Nominating Committee believes that Mr. Pigliucci is highly qualified to serve on the Board due to his prior position as Chief Executive Officer of Discovery Partners as well as his many years in the life sciences/healthcare equipment industry.

Mr. Pope is Chief Operating Officer and Chief Financial Officer of MarketTools, Inc., a privately held software-as-a-service market research company. Mr. Pope has been with MarketTools since 2008. From 2007 through 2008, Mr. Pope was a Vice President in the Office of the CEO at BearingPoint, a management and technology consulting company. From 2005 to 2006, Mr. Pope was President of Network General Corporation, a global enterprise network and application performance analysis company. Prior to joining Network General Corporation, Mr. Pope served as the President and Chief Executive Officer of DigitalThink, Inc., a provider of custome-learning solutions, from 2002 until the acquisition of DigitalThink by Convergys in May 2004. Mr. Pope has served as a director of the Company since October 2002. The Nominating Committee believes that Mr. Pope is highly qualified to serve on the Board due to his many years of experience in management level positions at various companies and his background in finance and accounting.

Dr. Witney has served as a Director, President and Chief Executive Officer since April 30, 2009. Prior to joining the Company and from December 2008 until April 2009, Dr. Witney was Executive Vice President and Chief Commercial Officer of Affymetrix, Inc., a manufacturer of consumables and systems for genetic analysis in the life sciences and clinical healthcare markets. Dr. Witney assumed this position after Affymetrix’s acquisition of Panomics, Inc., a company that offered products for a wide variety of low to mid-plex genetic, protein and cellular analysis applications, where Dr. Witney previously served as President and Chief Executive Officer from July 2002 until December 2008. Dr. Witney is also a director of privately held Applied Precision, Inc. and One Lambda, Inc. In the last five years, Dr. Witney was a director of Transgenomics, Inc. The Nominating Committee believes that Mr. Witney is highly qualified to serve on the Board due to his many years of experience in management level positions and his current position as President and Chief Executive Officer of the Company.

Meetings and Committees

During the fiscal year ended June 30, 2010, the Board held four meetings. The Board has an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. During the fiscal year ended June 30, 2010, each Board member attended at least 75% of the meetings of the Board and the committees upon which such member served.

It is the Company’s policy to invite the members of the Board to attend the annual meetings of stockholders. All members of the Board attended last year’s annual meeting of stockholders.

The Audit Committee oversees the Company’s financial reporting process on behalf of the Board and reports the results of these activities to the Board. As part of this responsibility, the Audit Committee: evaluates the performance of and assesses the qualifications of the independent registered public accounting firm; determines and approves the engagement of the independent registered public accounting firm; determines whether to retain or terminate the existing independent registered public accounting firm or to appoint and engage a new independent

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registered public accounting firm; reviews and approves the retention of the independent registered public accounting firm to perform any proposed permissible non-audit services; monitors the rotation of partners of the independent registered public accounting firm on the Company’s engagement team as required by law; confers with management and the independent registered public accounting firm regarding the effectiveness of internal control over financial reporting; establishes procedures, as required by applicable law, for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters and the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters; reviews the financial statements to be included in the Company’s Annual Report onForm 10-K; and discusses with management and the independent registered public accounting firm the results of the annual audit and the results of the Company’s quarterly financial reviews. The members of the Audit Committee are Messrs. Pope (Chairman), McGeary and Pigliucci. During the fiscal year ended June 30, 2010, the Audit Committee held six meetings. All members of the Audit Committee are independent as independence is currently defined inRule IM-5605-4 of the Nasdaq Stock Market (“Nasdaq”) listing rules. In addition, the Board has determined that Mr. Pope is an “audit committee financial expert,” as defined in applicable SEC rules. The charter of the Audit Committee is available on the Company’s Web site atwww.dionex.com.

The Compensation Committee reviews and approves the overall compensation strategy and policies for the Company. The Compensation Committee reviews and approves corporate performance goals and objectives relevant to the compensation of the Company’s executive officers and other senior management; reviews and approves the compensation and other terms of employment of the Company’s Chief Executive Officer; and reviews and approves the compensation and other terms of employment of the other executive officers. The charter of the Compensation Committee grants the Compensation Committee full access to all books, records, facilities and personnel of the Company, as well as authority to obtain, at the expense of the Company, advice and assistance from internal and external legal, accounting or other advisors and consultants and other external resources that the Compensation Committee considers necessary or appropriate in the performance of its duties. In particular, the Compensation Committee has the authority to retain compensation consultants to assist in its evaluation of executive and director compensation, including the authority to approve the consultant’s reasonable fees and other retention terms. The members of the Compensation Committee are Messrs. McGeary (Chairman), Anderson, Pigliucci and Pope. During the fiscal year ended June 30, 2010, the Compensation Committee held four meetings. All members of the Compensation Committee are independent as independence is currently defined in Rule 5605 of the Nasdaq listing rules and “non-employee directors” for purposes ofRule 16b-3 under the Exchange Act. Messrs. Anderson, McGeary and Pigliucci are “outside directors” for purposes of Section 162(m) of the Internal Revenue Code. The role of the Compensation Committee and the specific determinations of the Compensation Committee with respect to executive compensation for fiscal 2010 are described in greater detail in the Compensation Discussion and Analysis section of this proxy statement. The charter of the Compensation Committee is available on the Company’s Web site atwww.dionex.com.

Under its charter, the Compensation Committee may form, and delegate authority to, subcommittees as appropriate. The Compensation Committee created the Executive Equity Compensation Subcommittee (the “Equity Subcommittee”) in July 2004. During the fiscal year ended June 30, 2010, the Equity Subcommittee held three meetings. The role of the Equity Subcommittee is described in greater detail in the Compensation Discussion and Analysis section of this proxy statement.

The Nominating Committee is responsible for: identifying, reviewing and evaluating candidates to serve as directors of the Company; reviewing and evaluating incumbent directors; recommending to the Board candidates for election to the Board; making recommendations regarding the membership of the Committees of the Board; overseeing all aspects of the Company’s corporate governance functions on behalf of the Board; and making recommendations to the Board regarding corporate governance issues. The members of the Nominating Committee are Messrs. Anderson (Chairman), McGeary, Pigliucci and Pope. During the fiscal year ended June 30, 2010, the Nominating Committee held one meeting. All members of the Nominating Committee are independent as independence is currently defined in Rule 5605 of the Nasdaq listing rules. The charter of the Nominating Committee is available on the Company’s Web site atwww.dionex.com.

The Nominating Committee believes that candidates for director should have certain minimum qualifications, including the ability to read and understand basic financial statements, being over 21 years of age and having the

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highest personal integrity and ethics. The Nominating Committee also intends to consider such factors as possessing relevant expertise upon which to be able to offer advice and guidance to management, having sufficient time to devote to the affairs of the Company, demonstrated excellence in his or her field, having the ability to exercise sound business judgment and having the commitment to rigorously represent the long-term interests of the Company’s stockholders. However, the Nominating Committee retains the right to modify these qualifications from time to time. Candidates for director nominees are reviewed in the context of the current composition of the Board, the operating requirements of the Company and the long-term interests of stockholders. In conducting this assessment, the Nominating Committee considers diversity, age, skills and such other factors as it deems appropriate given the current needs of the Board and the Company, to maintain a balance of knowledge, experience and capability. In the case of incumbent directors whose terms of office are set to expire, the Nominating Committee reviews these directors’ overall service to the Company during their terms, including the number of meetings attended, level of participation, quality of performance and any other relationships and transactions that might impair the directors’ independence. In the case of new director candidates, the Nominating Committee also determines whether the nominee is independent for Nasdaq purposes, which determination is based upon applicable Nasdaqlisting standards, applicable SEC rules and regulations and the advice of counsel, if necessary. The Nominating Committee then uses its network of contacts to compile a list of potential candidates, but may also engage, if it deems appropriate, a professional search firm. The Nominating Committee conducts any appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates after considering the function and needs of the Board.

As noted above, the Nominating Committee, in assessing candidates for director, considers their skills, experience and diversity in the context of the Board’s overall composition. The Nominating Committee does not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective nominees. The Nominating Committee believes that the backgrounds and qualifications of the directors considered as a group should provide a significant breadth of experience, knowledge and abilities to assist the Board in fulfilling its responsibilities. The Company does not, however, have a specific policy with respect to the consideration of diversity in identifying director nominees.

Corporate Governance Principles

The Board has adopted governance principles and guidelines for the Company (“Corporate Governance Guidelines”) to assist the Board in exercising its duties and to best serve the interests of the Company and its stockholders. The Corporate Governance Guidelines are available on the Company’s Web site atwww.dionex.com.

Director Independence

As required under the Nasdaq listing standards, a majority of the members of a listed company’s board of directors must qualify as “independent,” as affirmatively determined by the board of directors. The Board consults with the Company’s counsel to ensure that the Board’s determinations are consistent with all relevant securities and other laws and regulations regarding the definition of “independent,” including those set forth in applicable Nasdaq listing standards, as in effect from time to time.

Consistent with these considerations, after review of all relevant transactions or relationships between each director, or any of his family members, and the Company, its senior management and its independent registered public accounting firm, the Board has determined that all directors are independent directors within the meaning of the applicable Nasdaq listing standards, except for Dr. Witney, the President and Chief Executive Officer of the Company, and Mr. Bowman, the former President and Chief Executive Officer of the Company and former Chairman of the Board.

Meetings of Independent Directors

As required under Nasdaq listing standards, the Company’s independent directors meet in regularly scheduled executive sessions at which only independent directors are present. The Lead Director of the Board, Mr. Pigliucci, generally presides over these executive sessions.

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Board Leadership Structure

The Company does not have a Chairman of the Board and instead Mr. Pigliucci, an independent director, serves as the Board’s “Lead Director”. In that capacity, he presides over Board meetings and executive sessions of the independent Directors and he encourages communication among non-management Directors and Company management. The President and Chief Executive Officer of the Company is responsible for setting the strategic direction for the Company and the day to day leadership and performance of the Company. The Company believes that separation of the positions of Lead Director and Chief Executive Officer reinforces the independence of the Board in its oversight of the business and affairs of the Company. In addition, the Company believes that having an independent Lead Director creates an environment that is more conducive to objective evaluation and oversight of management’s performance, increasing management accountability and improving the ability of the Board to monitor whether management’s actions are in the best interests of the Company and its stockholders

Director Nomination Process

The Nominating Committee has a policy of considering candidates for membership to the Board who are nominated by stockholders in the same manner as candidates recommended by members of the Board.

Any stockholder wishing to nominate a director candidate should submit in writing the candidate’s name, biographical information, business qualifications and a representation that the nominating stockholder is the beneficial or record owner of the Company’s stock to David Anderson, Chairman of the Nominating Committee, Dionex Corporation, 501 Mercury Drive, Sunnyvale, California 94085. Any such submission must be accompanied by the written consent of the proposed nominee to be named as a nominee and to serve as a director if elected. All qualified submissions are reviewed by the Nominating Committee at the next appropriate meeting. If a stockholder wishes the Nominating Committee to consider a director candidate for nomination at our next annual meeting of stockholders, then the Company’s Bylaws require that written recommendations be received by the Company no sooner than 120 days and no later than 90 days prior to the first anniversary of the preceding year’s annual meeting of stockholders.

To date, the Nominating Committee has not received a timely director nomination from a stockholder or group of stockholders holding more than 5% of the Company’s voting stock.

Stockholder Communications with the Board

Stockholders may communicate directly with any of the Company’s senior managers or any member of the Board, including the Lead Director or the Chair of any Board committee, by writing directly to such individual at Dionex Corporation, 501 Mercury Drive, Sunnyvale, California 94085. Stockholder communications related to director candidate recommendations should be directed to the Chairman of the Nominating Committee, Mr. Anderson. In addition, if the Company’s stockholders or employees have any concerns related to the Company’s financial or accounting practices, the Company encourages communicating those concerns directly to the Chairman of the Audit Committee, Mr. Pope.

Code of Ethics

The Company has adopted the Dionex Corporation Code of Business Ethics and Values (the “Code of Ethics”) that applies to all officers, directors and employees. The Code of Ethics is available on the Company’s Web site atwww.dionex.com.If the Company makes any substantive amendments to the Code or grants any waiver from a provision of the Code of Ethics to any executive officer or director, the Company will promptly disclose the nature of the amendment or waiver as required by applicable laws.

The Company’s employees are required to report any conduct that they believe in good faith to be an actual or apparent violation of the Code of Ethics. The Audit Committee has established procedures to receive, retain and address complaints regarding accounting, internal accounting controls or auditing matters and to allow for the confidential and anonymous submission by employees of related concerns.

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Our Board’s Role in Risk Oversight

Our Board oversees our risk management processes directly and through its committees. Our executive officers responsible for risk management on aday-to-day basis. The role of our Board and its committees is to oversee the risk management activities of our executive officers. Risk assessment reports are periodically provided by our executive officers to the Board and its committees. The Audit Committee assists the Board in fulfilling its oversight responsibilities with respect to risk management in the areas of financial reporting, internal controls and compliance with legal and regulatory requirements, and, in accordance with Nasdaq requirements, discusses policies with respect to risk assessment and risk management, including guidelines and policies to govern the process by which the Company’s exposure to risk is handled. The Compensation Committee assists the Board in fulfilling its oversight responsibilities with respect to the management of risks arising from our compensation policies and programs.

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REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS⁽¹⁾

The Audit Committee oversees the Company’s financial reporting process on behalf of the Board. Management has the primary responsibility for the financial statements and the reporting process including the systems of internal controls. In fulfilling its oversight responsibilities, the Audit Committee reviewed with management the audited financial statements included in the Company’s Annual Report onForm 10-K for the fiscal year ended June 30, 2010, which include the consolidated balance sheets of the Company as of June 30, 2010 and 2009, and the related consolidated statements of income, stockholders’ equity and comprehensive income and cash flows for each of the fiscal years ended June 30, 2010, 2009 and 2008, and the notes thereto. This review included a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in the financial statements.

The Audit Committee reviewed with the independent registered public accounting firm, who are responsible for expressing an opinion on the conformity of those audited financial statements with the accounting principles generally accepted in the United States of America, their judgments as to the quality, not just the acceptability, of the Company’s accounting principles and such other matters as are required to be discussed with the Audit Committee under the auditing standards generally accepted in the United States, including those described in the Statement on Auditing Standards No. 114, as amended (AICPA,Professional Standards, Vol. 1. AU section 380), as adopted by the Public Company Accounting Oversight Board (“PCAOB”) in Rule 3200T. The Audit Committee discussed and reviewed the results of the independent registered public accounting firm’s examination of the financial statements.

In addition, the Audit Committee has discussed with the independent registered public accounting firm its independence from management and the Company and received a letter and other written disclosures from the independent registered public accounting firm as required by the applicable requirements of the PCAOB. The Audit Committee also reviewed all non-audit services performed by the independent registered public accounting firm and considered whether the independent registered public accounting firm’s provision of non-audit services is compatible with maintaining its independence.

The Audit Committee discussed with the Company’s independent registered public accounting firm the overall scope and plans for their audits. The Audit Committee meets with the independent registered public accounting firm, with and without management present, to discuss the results of their examination, their evaluations of the Company’s internal controls, and the overall quality of the Company’s financial reporting. The Audit Committee held six meetings during the fiscal year ended June 30, 2010.

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board (and the Board has approved) that the audited financial statements be included in the Annual Report onForm 10-K for the fiscal year ended June 30, 2010 for filing with the SEC. The Audit Committee and the Board have also recommended, and have asked the stockholders to ratify, the selection of the Company’s independent registered public accounting firm.

AUDIT COMMITTEE OF THE
BOARD OF DIRECTORS

MICHAEL W. POPE (Chair)
RODERICK MCGEARY
RICCARDO PIGLIUCCI

 ⁽¹⁾ The material in this report is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

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PROPOSAL 2

APPROVAL OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Deloitte & Touche LLP (“Deloitte & Touche”) has served as the Company’s independent registered public accounting firm with respect to the Company’s books and accounts since the Company began operations in 1980.

The stockholders are being asked to ratify the Audit Committee’s selection of Deloitte & Touche as its independent registered public accounting firm for the fiscal year ending June 30, 2011. Although it is not required to do so, the Audit Committee is submitting the approval of Deloitte & Touche to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to provide such ratification, the Audit Committee will reconsider its approval of Deloitte & Touche as its independent registered public accounting firm for the fiscal year ending June 30, 2011. Even if the selection is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in the best interests of the Company and its stockholders.

Representatives of Deloitte & Touche are expected to be present at the Annual Meeting. They do not expect to make any statement, but will have the opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions.

The affirmative vote of the holders of a majority of the Common Stock present in person or represented by proxy and entitled to vote on the proposal at the Annual Meeting will be required to ratify the selection of Deloitte & Touche. Abstentions will be counted toward the tabulation of votes cast on proposals presented to the stockholders and will have the same effect as negative votes. Broker non-votes are counted towards a quorum, but are not counted for any purpose in determining whether this matter has been approved.

Independent Registered Public Accounting Firm’s Fees

Fees for professional services (in thousands) provided by Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, “Deloitte & Touche”), in each of the last two fiscal years, in each of the following categories, were:

	Fiscal 2010 ($’000)		Fiscal 2009 ($’000)
Audit Fees	$	2,367	$	2,419
Audit-Related Fees		—		—
Tax Fees		368		324
All Other Fees		—		—
Total Fees	$	2,736	$	2,743

Audit Fees.  Fees for audit services include fees associated with the annual audit, the reviews of the Company’s interim financial statements and audit of the effectiveness of the Company’s internal control over financial reporting under SEC rules and regulations and Sarbanes-Oxley Act of 2002. This category also includes fees for audits provided in connection with statutory and regulatory filings and engagements or services that generally only the independent registered public accounting firm reasonably can provide to a client.

Audit-Related Fees.  Audit-related fees include fees associated with accounting consulting services that are reasonably related to the performance of the audit or review of the Company’s financial statements. This category may include fees related to consultations regarding generally accepted accounting principles, reviews and evaluations of the impact of new regulatory pronouncements, and audit services not required by statute or regulation.

Tax Fees.  Tax fees include tax compliance, tax advice, tax planning and tax return preparation work.

All Other Fees.  No fees were billed in this category for fiscal years 2010 or 2009.

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Audit Committee Disclosure

All audit-related services and tax services provided to the Company by the Company’s independent registered public accounting firm were pre-approved by the Audit Committee, which concluded that the provision of these services by Deloitte & Touche was compatible with the maintenance of that firm’s independence of its auditing functions.

Policy on Audit Committee Pre-Approval

The Audit Committee is responsible for appointing, setting compensation and overseeing the work of the independent registered public accounting firm. The Audit Committee has established a policy regarding pre-approval of all audit and non-audit services provided by the independent registered public accounting firm. On an on-going basis, management communicates specific projects and categories of service for which the advance approval of the Audit Committee is requested. The Audit Committee reviews these requests and advises management if the Audit Committee approves the engagement of the independent registered public accounting firm. On a periodic basis, management reports to the Audit Committee regarding the actual spending for such projects and services compared to the initial estimated amounts. The Audit Committee also may delegate the ability to pre-approve audit and permitted non-audit services to one or more of its members, provided that any pre-approvals are reported to the full Audit Committee at its next scheduled meeting.

THE BOARD OF DIRECTORS RECOMMENDS
A VOTE IN FAVOR OF PROPOSAL 2.

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SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the ownership of the Company’s Common Stock as of August 1, 2010 by (i) each director and nominee for director, (ii) each Named Executive Officer (as defined below under “Compensation of Directors and Executive Officers — Summary Compensation Table”), (iii) all executive officers and directors as a group and (iv) all those known by the Company to be beneficial owners of more than five percent of its Common Stock:

	Beneficial Ownership(1)
Name and Address of Beneficial Owner	Number of Shares		Percent of Shares
Neuberger Berman, LLC(2)		2,460,460		14.1
605 Third Avenue New York, NY10158-3698
Royce & Associates, LLC(3)		1,908,926		10.9
1414 Avenue of Americas, 9th Floor New York, NY10019-2578
BlackRock, Inc.(4)		1,332,680		7.6
45 Fremont Street San Francisco, CA 94105
David L. Anderson(5)		36,750		*
A. Blaine Bowman(5)		74,964		*
Chris Pohl(5)		94,250		*
Peter Jochum(5)		81,250		*
Craig A. McCollam(5)		134,687		*
Roderick McGeary(5)		15,750		*
Riccardo Pigliucci(5)		20,100		*
Bruce Barton(5)		69,022		*
Michael W. Pope(5)		7,250		*
Frank Witney(5)		31,250		*
All executive officers and directors as a group (11 persons)(6)		630,284		3.6

*	Less than one percent.
(1)	This table is based upon information supplied by officers, directors and principal stockholders and Schedules 13D and 13G filed with the SEC. Unless otherwise indicated in the footnotes to this table, and subject to community property laws where applicable, the Company believes that each of the stockholders named in this table has sole voting and investment power with respect to the shares indicated as beneficially owned. Applicable percentages are based on 17,457,107 shares outstanding on August 1, 2010, adjusted as required by rules promulgated by the SEC.
(2)	Neuberger Berman, LLC is a registered investment advisor. Based solely on the Schedule 13G filed on December 31, 2009, as of December 31, 2009, Neuberger Berman, LLC and its affiliates had shared voting power with respect to 2,080,460 shares and shared dispositive power on all shares set forth above.
(3)	Royce & Associates LLC is a registered investment advisor. Based solely on the Schedule 13G filed on December 31, 2009, as of December 31, 2009, Royce & Associates LLC had sole voting and dispositive power with respect to all of the shares set forth above.
(4)	BlackRock, Inc. (previously known as Barclays) filed a joint Schedule 13G on December 31, 2009. Based solely on this Schedule 13G BlackRock had sole voting power with respect to all shares set forth above.
(5)	Includes shares subject to outstanding stock options that were exercisable on August 1, 2010 or that could become exercisable within 60 days thereafter and RSUs that will vest and the shares will be delivered within 60 days of August 1, 2010 (as of August 1, 2010 no shares have been delivered in connection with the RSU

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	grants), as follows: Mr. Bowman, 11,750 shares; Dr. Witney, 31,250 shares; Dr. Jochum, 81,250 shares; Mr. Pohl, 94,250 shares; Mr. Barton, 68,750 shares; Mr. McCollam, 119,250 shares; Mr. Anderson, 11,750 shares; Mr. Pigliucci, 11,750 shares; Mr. McGeary 15,750 shares; and Mr. Pope, 6,750 shares.
(6)	Includes shares described in note 5 above and 18,544 additional shares subject to outstanding stock options held by other executive officers of the Company that were exercisable on August 1, 2010 or that could become exercisable within 60 days thereafter.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires the Company’s directors and executive officers, and persons who own more than ten percent of a registered class of the Company’s equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of Common Stock and other equity securities of the Company. Executive officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file.

To the Company’s knowledge, based solely on a review of the copies of such reports furnished to the Company and written representations that no other reports were required, during the fiscal year ended June 30, 2010, all Section 16(a) filing requirements applicable to its officers, directors and greater than ten percent beneficial owners were complied with.

Equity Ownership Guidelines

In August 2010, in order to more closely align the interests of the Company’s stockholders with those of management, the Board adopted minimum stock ownership guidelines for the Company’s directors and executive officers. These guidelines provide for the accumulation by the Chief Executive Officer of Common Stock with a value equal to two times his then-current base salary. Executive Vice Presidents of the Company are each required to accumulate Common Stock with a value equal to one and a half times his or her then-current base salary. Senior Vice Presidents of the Company are each required to accumulate Common Stock with a value equal to one times their base salary. Each non-employee director of the Company is required to accumulate Common Stock with a value equal to three times his then-current annual Board retainer. The value per share used to determine compliance will be the closing price per share of the Company’s Common Stock on the most recent June 30. Each person subject to the guidelines will have four years from the date the guidelines were adopted to accumulate the required amount of stock. The table below shows the share ownership levels for the Directors and named executive officers as of August 1, 2010.

	Shares Owned on		RSUs Vested on
Name	August 1, 2010		August 1, 2010*		Total Shares
David Anderson		25,000		750		25,750
Blaine Bowman		63,214		750		63,964
Roderick McGeary		0		750		750
Riccardo Pigliucci		8,350		750		9,100
Michael Pope		500		750		1,250
Frank Witney		0		5,000		5,000
Bruce Barton		272		400		672
Peter Jochum		0		400		400
Craig McCollam		15,437		400		15,837
Christopher Pohl		15,339		400		15,739

* Includes RSUs that have vested but have not been delivered due to the five year delay in delivery of shares.

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EXECUTIVE OFFICERS OF DIONEX CORPORATION

The following table lists the names and positions of all our current executive officers. There are no family relationships between any director and executive officer of Dionex Corporation. Executive officers serve at the discretion of the Board of Directors.

Name	Age		Position(s)
Bruce Barton		51	Executive Vice President of Global Sales and Service
Peter Jochum		59	Senior Vice President, Life Sciences Business Unit
Craig McCollam		50	Executive Vice President, Finance and Administration and Chief Financial Officer
John Plohetski		52	Senior Vice President, Chemical Analysis Business Unit
Christopher Pohl		59	Senior Vice President, Research and Development and Chief Science Officer
Frank Witney		57	President, Chief Executive Officer and Director

Mr. Barton has served as Executive Vice President, Global Sales and Service and Chief Commercial Officer since January 2010. Mr. Barton served as Senior Vice President, Global Sales and Service from August 2008 until December 2009 and as Vice President of Sales and Service International from September 2007 until August 2008. Prior to that he served as Vice President Sales and Service Asia/Pacific from October 2003 to September 2007. Since joining the Company in 1987 he has served in numerous positions in our Sales, Accounting and Finance departments.

Dr. Jochum has served as Senior Vice President, Life Sciences Business Unit since August 1, 2008. Previously and since October 2000, Dr. Jochum served as Vice President of our Life Sciences Business Unit (LSBU). Prior to that and since joining us in October 1998, he served as Managing Director of our subsidiary, Dionex Softron. Prior to joining us, he served as Managing Director of Softron GmbH, which we acquired in 1998.

Mr. McCollam has served as Executive Vice President, Finance and Administration and Chief Financial Officer since August 2009. Mr. McCollam served as Senior Vice President, Finance and Administration and Chief Financial Officer from August 2008 until August 2009. Previously and since October 1999, Mr. McCollam served as Vice President Finance and Administration and Chief Financial Officer. Prior to that and since joining us in 1993, he served as Director of Finance and Corporate Controller.

Mr. Plohetski has served as Senior Vice President of our Chemical Analysis Business Unit since August 2010. He served as Vice President of our Chemical Analysis Business Unit from December 2006 to July 2010. From March 2003 to November 2006, he served as our Director of Manufacturing. Prior to joining us in 2003, Mr. Plohetski served as Vice President of Engineering at Carl Zeiss, Inc. from 1982 to 2002.

Mr. Pohl has served as Senior Vice President, Research and Development and Chief Science Officer since August 2008. Previously and since May 2004, Mr. Pohl served as Vice President of Research and Development and Chief Technology Officer. Prior to that and since June 2001, he served as Vice President of Research and Development. From March 2000 to June 2001, Mr. Pohl served as Vice President, Research and Development of Ciphergen Biosystems, Inc., a provider of enabling tools for proteomics. From 1979 to 2000, he served as our Vice President of Consumables and in various other capacities at the Company.

Dr. Witney has served as a Director, President and Chief Executive Officer since April 30, 2009. Prior to joining the Company and from December 2008 until April 2009, Dr. Witney was Executive Vice President and Chief Commercial Officer of Affymetrix, Inc., a manufacturer of consumables and systems for genetic analysis in the life sciences and clinical healthcare markets. Dr. Witney assumed this position after Affymetrix’s acquisition of Panomics, Inc., a company that offered products for a wide variety of low to mid-plex genetic, protein and cellular analysis applications, where Dr. Witney previously served as President and Chief Executive Officer from July 2002 until December 2008. From November 2001 to July 2002, Dr. Witney was President of Drug Discovery Tools at PerkinElmer Life Sciences, a provider of instruments, chemicals and reagents to the analytical sciences, genetic screening, bio-discovery and laboratory services markets. Dr. Witney assumed this position after PerkinElmer’s acquisition of Packard BioScience Company, a manufacturer of instruments and reagents for use in drug discovery and other life sciences research, where previously he was President and Chief Operating Officer from April 2000 to November 2001. From 1983 through 2000, Dr. Witney held a series of management positions at Bio-Rad Laboratories, a manufacturer of life science research and clinical diagnostic products, most recently as Group Operations Manager of the Life Science Group.

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COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

Compensation of Directors

In fiscal 2010, each Non-Employee Director (defined below) received an annual fee of $35,000. The Lead Director received an additional annual retainer of $12,000. The Chairman of the Audit Committee received an additional annual retainer of $18,000. The Audit Committee members not including the Chairman of the Audit Committee each received an additional annual retainer of $6,000. The Compensation Committee members each received an additional annual retainer of $4,000. The Nominating and Corporate Governance Committee members each received an additional annual retainer of $2,000.

In fiscal 2011, each Non-Employee Director will receive an annual fee of $38,000. The Lead Director will receive an additional annual retainer of $14,000. The Chairman of the Audit Committee will receive an additional annual retainer of $20,000. The Audit Committee members not including the Chairman of the Audit Committee each will receive an additional annual retainer of $9,000. The Chairman of the Compensation Committee will receive an additional annual retainer of $6,000. The Compensation Committee members not including the Chairman of the Compensation Committee each will receive an additional annual retainer of $5,000. The Nominating and Corporate Governance Committee members each will receive an additional annual retainer of $2,000.

A “Non-Employee Director” is defined as a director who is not an employee of the Company or any parent corporation or subsidiary corporation of the Company as those terms are defined in Sections 424(e) and (f) of the Code, respectively (any such corporation, an “Affiliate”), and has not been an employee of the Company or any Affiliate for all or part of the preceding fiscal year.

Each non-employee member of the Board is eligible for equity grants under the Dionex Corporation 2004 Equity Incentive Plan (the “2004 Plan”), which the stockholders approved on October 22, 2004. The 2004 Plan is administered by the Board. On the date of the annual meeting of stockholders, each non-employee member of the Board who is then serving on the Board is automatically granted, without further action by the Company, the Board or the stockholders of the Company, an option to purchase 1,000 shares of the Company’s Common Stock and a restricted stock unit (“RSU”) for 1,000 shares of the Company’s Common Stock. Each person who is elected for the first time to be a non-employee member of the Board is automatically granted an option to purchase 4,000 shares of Common Stock and an RSU for 4,000 shares of the Company’s Common Stock. The exercise price of options granted to non-employee members of the Board under the 2004 Plan is 100% of the fair market value of the Common Stock subject to the option on the date of the option grant. Options granted under the 2004 Plan vest in 25% increments each year beginning one year from the date of grant. The term of options granted under the 2004 Plan is ten years unless a shorter term is selected by the Board. The RSUs are subject to the same four-year vesting schedule the Board has imposed on initial and annual non-employee director option grants, but the holder of a vested RSU grant would not be entitled to receive the shares from such grant until he or she leaves the Board of Directors or the fifth anniversary of the date of grant, whichever comes first.

In fiscal 2010, the Company granted options to purchase an aggregate of 5,000 shares of Common Stock to non-employee members of the Board. The options were granted with an exercise price per share of $64.71. No options to purchase shares of Common Stock granted under the 2004 Plan were exercised by the non-employee members of the Board during fiscal 2010, and no value was realized upon exercise of options. In fiscal 2010, the Company granted RSUs for an aggregate of 5,000 shares of Common Stock to non-employee members of the Board. The price per share was $64.71 on the date the RSUs were granted.

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The following table sets forth a summary of the compensation of the Company’s non-employee directors for fiscal 2010:

							Change in
							Pension
							Value and
	Fees Earned						Nonqualified
	or Paid in		Stock		Option		Deferred		All Other
	Cash		Awards		Awards		Compensation		Compensation		Total
Name	($)		($)(1)		($)(2)		Earnings ($)(3)		($)		($)
David L. Anderson		41,000		64,710		21,286		—		—		126,996
A. Blaine Bowman		35,000		64,710		21,286		21,953		—		142,949
Roderick McGeary		47,000		64,710		21,286		—		—		132,996
Riccardo Pigliucci		59,000		64,710		21,286		—		—		144,996
Michael W. Pope		59,000		64,710		21,286		—		—		144,996

(1)	These amounts represent the aggregate grant date fair value of stock option awards made during fiscal 2010 calculated in accordance with the Company’s financial reporting practices. For information on the valuation assumptions with respect to these awards, refer to note 10 (Stock Based Compensation) of the Company’s financial statements in theForm 10-K for the year ended June 30, 2010, as filed with the SEC.
(2)	These amounts represent the aggregate grant date fair value of restricted stock unit awards made during fiscal 2010 calculated in accordance with the Company’s financial reporting practices. For information on the valuation assumptions with respect to these awards, refer to note 10 (Stock Based Compensation) of the Company’s financial statements in theForm 10-K for the year ended June 30, 2010, as filed with the SEC.
(3)	Amount represents interest that accrued during fiscal year 2010 pursuant to the Deferred Compensation Agreement between Mr. Bowman and the Company dated December 21, 1993, as amended January 20, 2000 and July 19, 2004. This Agreement allowed Mr. Bowman while he was an employee of the Company to defer the receipt of all or any portion of any bonus for a fiscal year by notifying the Company prior to both the end of such fiscal year and the time such bonus was awarded. Pursuant to the terms of the Agreement, commencing as of January 31, 2005, Mr. Bowman is entitled to receive $25,000 per month until all amounts previously deferred have been fully distributed.

Compensation Discussion and Analysis

I.  Objectives of the Company’s executive compensation program

The goal of the compensation program is to tie compensation to the attainment of specific business and individual objectives while providing compensation sufficient to attract, retain, motivate and reward executive officers and other key employees who contribute to the long-term success of the Company. In furtherance of these goals, annual base salaries are generally set at levels that take into account both competitive and performance factors. The Company also relies on annual longer-range incentive compensation in order to attract and motivate its executives. Incentive compensation is variable and is closely tied to corporate performance to encourage profitability, growth and the enhancement of stockholder value. The Company’s total compensation package, composed of base salary, bonus awards, stock option grants and RSU grants, is designed to be competitive with leading separations science and high technology companies with which the Company competes for employees. All compensation at the Company is based upon a sustained high level of individual performance and the Company’s overall performance.

II.  Role of the Compensation Committee

The Compensation Committee consists of non-employee directors and makes determinations with regard to all compensation matters specifically relating to executive officers and other senior management employees. The Compensation Committee created the Executive Equity Compensation Subcommittee (the “Equity Subcommittee”) in July 2004. The Equity Subcommittee has the authority to grant stock options and other stock awards to executive officers and key employees of the Company. Membership on the Equity Subcommittee is limited to directors who are “outside directors” for purposes of Section 162(m) of the Code. Section 162(m) generally provides that a publicly held

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corporation may not deduct compensation with respect to certain officers to the extent that the amount of the compensation payable to the officer for the taxable year exceeds $1,000,000. Compensation that qualifies as “performance-based compensation,” however, is disregarded in applying the $1,000,000 limitation. Treasury Regulations provide that compensation attributable to a stock option is deemed to qualify as performance-based compensation if the grant or award is made by a committee comprised solely of two or more outside directors, therefore, membership on the Equity Subcommittee is limited to directors who are “outside directors” for purposes of Section 162(m) of the Code. Messrs. Anderson, McGeary and Pigliucci were members of the Equity Subcommittee for fiscal 2010.

The Compensation Committee has primary responsibility for ensuring that the Company’s executive compensation and benefit program is consistent with the Company’s compensation philosophy and is responsible for determining the executive compensation packages offered to our executive officers. Our Compensation Committee plays an integral role in setting executive officer compensation each year. In the first quarter of each fiscal year, our Compensation Committee holds a regular meeting in which our Chief Executive Officer reviews with the Compensation Committee our financial and business performance for the previous year and management’s business outlook and operating plan for the current year. In reviewing the prior year’s performance, the Compensation Committee compares our performance to the financial and operational goals set for such year and the bonus targets. In this meeting, the Chief Executive Officer also reviews with the Compensation Committee his assessment of the individual performance of each executive officer, including his own performance, according to a variety of qualitative performance criteria and salary and bonus trends. The Compensation Committee discusses with the full Board recent data and current trends in equity ownership programs for comparable companies. Taking into account the information conveyed and discussed at these meetings and the recommendations of our Chief Executive Officer, the Compensation Committee then determines, subject in some cases to ratification by the full Board of Directors:

•  The amount of bonus to be awarded to each executive officer in respect of the prior year’s performance;

•  Whether to raise, lower or maintain the executive officer’s base salary for the current year;

•  The bonus targets to be set for the executive officers for the current year; and

•  Option grants and RSU grants, if any, to be awarded to each executive officer.

Each element of our executive compensation system is described in more detail below.

III.  Elements of executive compensation

There are four principal elements of the Company’s executive compensation: (1) cash-based compensation, consisting of base salary, amounts paid pursuant to the Company’s Employee Profit Sharing Plan for North American employees (“Profit Sharing Plan”) and annual incentive bonus awards under the Company’s Management Incentive Bonus Plan (“MIBP”); (2) equity-based compensation, including stock option grants and RSU grants; (3) insurance, retirement and other employee benefits; and (4) severance and change in control benefits.

Each element of compensation addresses specific objectives of the executive compensation program and together they are designed to meet the overall objectives of the Company’s executive compensation program. The mix of short-term cash incentives and long-term equity incentives is designed to focus executives on achievement of annual financial and operating objectives that drive long-term shareholder value. The Company considers multiple factors, including the competitive market, Company and individual performance. Base salaries are important in attracting and retaining senior executives. The MIBP is designed to motivate executive officers to achieve the annual growth and operating targets established at the beginning of the fiscal year. Long-term equity based compensation awards are designed to motivate senior executives and other key employees to contribute to the Company’s long-term growth of stockholder value and to align executives’ compensation with the growth in the Company’s stock price.

The Compensation Committee believes that the Company’s executive compensation program supports the executive compensation objectives and policies of the Company. The Compensation Committee believes that the program’s use of long-term, equity based compensation, the use of both options and restricted stock awards, and our

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stock ownership guidelines all encourage management to take a long-term view of the Company’s performance and discourage unreasonable risk-taking. The Compensation Committee has reviewed the Company’s key compensation policies and practices and concluded that any risks arising from our policies and programs are not reasonably likely to have a material adverse effect on the Company.

A.  Cash-based compensation

Cash-based compensation paid to executive officers in fiscal 2010 consisted of base salary, amounts paid pursuant to the Profit Sharing Plan to eligible employees, and amounts paid pursuant to the MIBP. For fiscal 2010, in making its determination of cash-based executive compensation, the Compensation Committee reviewed an analysis prepared by the Company’s management of compensation paid to executive officers of companies in the separations science and high technology industries. Generally, the Compensation Committee sets annual base salary levels and bonus amounts to provide for total cash-based compensation that is comparable to the compensation paid to executive officers of separations science and high technology companies of similar size with which the Company competes for talented executives.

(i)  Base salary

The Compensation Committee annually reviews and adjusts each executive officer’s base salary. To ensure retention of qualified management, the Compensation Committee generally sets base salaries paid to executive officers at the competitive levels described above, taking into account all cash compensation, based on the survey of market peers (the “Survey”) described below under “Competitive market assessment.”

In addition, when reviewing base salaries, the Compensation Committee considers both qualitative and quantitative factors relating to individual and corporate performance, levels of responsibility, prior experience and breadth of knowledge. The Compensation Committee does not base its considerations on any single one of these factors nor does it specifically assign relative weights to these factors. In many instances, judgments based on these qualitative factors necessarily involve a subjective assessment by the Compensation Committee. Generally, in determining salary adjustments for executive officers (other than the Chief Executive Officer), the Compensation Committee takes into account the evaluation and recommendations of the Chief Executive Officer and information provided in the Survey.

(ii)  Employee profit sharing plan

The Profit Sharing Plan has been established to reward all North American full-time employees of the Company, including executive officers, for their contributions to the Company’s profitability for any given year. The Profit Sharing Plan provides for a compensation bonus pool, the size of which is based on profits for a given year. In fiscal 2010, each eligible employee, including eligible executive officers, received pursuant to the Profit Sharing Plan an amount equal to 6.1% of such employee’s eligible compensation. Each employee’s eligible compensation consists of such employee’s regular base salary and incentive compensation, which includes: gross salary or wages; commissions; management and other performance-related bonuses; overtime pay; shift differentials; paid holidays; vacation pay; sick pay; and uninsured short term disability benefits paid directly by the Company.

(iii)  Annual incentive award

The MIBP, an annual incentive award plan, is a variable pay program for officers and other senior managers of the Company. The MIBP is designed to focus officers on meeting business objectives and implementing business strategies of the Company and to drive growth of revenues and earnings by aligning the interests of the Company’ officers with those of its stockholders, and to assist the Company in attracting and retaining quality talent through incentive compensation determined in accordance with an objective, measurable, transparent and easy -to-administer system.

Under the MIBP, at the beginning of each fiscal year the Compensation Committee establishes bonus targets and bonus payment formulae tied to both the satisfaction of individual performance goals and financial performance goals of the Company. Bonus payments are then approved by the Compensation Committee shortly following the end of each fiscal year based on the application of the pre-determined formulae (given below), and may be equal to,

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less than or greater than the target bonus amounts based on whether the individual performance goals and corporate financial performance goals were satisfied, partially satisfied or exceeded. The bonus targets are expressed as a percentage of an individual’s base salary. The financial performance goals consist of achieving operating, strategic and financial goals that are considered to be critical to the Company’s fundamental long-term goal of building stockholder value as established at the beginning of each fiscal year. The individual performance goals generally include both objective and subjective components. Both individual performance goals and financial performance goals may change from year to year. In establishing these criteria at the beginning of each fiscal year and when subsequently evaluating an individual’s performance relative to these criteria, the Compensation Committee relies on recommendations from the Chief Executive Officer and other members of senior management. Ordinarily, the Company’s financial performance must meet certain threshold levels before any bonuses are awarded. These performance goals are established so that target attainment is not assured. The attainment of payment for performance requires significant effort on the part of our executives. Our Compensation Committee establishes goals under the MIBP that it believes will be realistic but difficult for our executive officers to achieve.

For fiscal 2010, payments under the MIBP were based on the application of the following pre-determined formulae: (a) for Dr. Witney, 100% of the MIBP payment was based equally on growth in sales and earnings per share; (b) for Messrs. McCollam and Barton, 80% of the MIBP payment was based equally on sales and earnings per share growth and 20% was based on achievement of one to four individual goals to be determined by the Chief Executive Officer, and (b) for all other executives, 80% of the MIBP payment was based equally on Companyand/or business unit sales growth and Company operating income growth and 20% was based on achievement of one to four individual goals to be determined by their manager. The sales target below for fiscal 2010 was increased mid-year by the Compensation Committee from 5% to 9% to account for increased sales that were expected as a result of the acquisition by the Company of certain assets from ESA Biosciences, Inc.

Operating Income Target	Earnings Per Share Target	Sales Target
5% growth	5% growth	9% growth

For fiscal 2011, payments under the MIBP will be based on the application of the following pre-determined formulae: (a) for Dr. Witney and Messrs. McCollam and Barton, 80% of the MIBP payment will be based equally on sales and earnings per share growth and 20% will be based on achievement of one to four individual goals, and (b) for all other executives, 80% of the MIBP payment will be based equally on Companyand/or business unit sales growth and Company operating income growth and 20% will be based on achievement of one to four individual goals to be determined by their manager. These goals are established so that attainment of a bonus is achievable if the Company’s sales and earnings per share are in excess of the target levels. Achievement of these goals is not assured and will require significant effort by management but the goals are reasonably achievable. The Compensation Committee modified these formulae from those used in fiscal 2010 because it felt these modified formulae better aligned the incentives of the senior executive team with the interests of our stockholders. In addition, a maximum payout of 200% of the target payment amount is specified in the formulae.

For fiscal 2011, the target bonus for Dr. Witney is 75% of base salary, for Messrs. Barton and McCollam is 50% of base salary and 45% of base salary for the other executive officers. The Committee has full discretion to make such specific incentive bonus awards, if any, as it deems appropriate, after the end of the fiscal 2011. When awarding payments to an officer under the MIBP, the Compensation Committee takes into account competitive considerations, the officer’s contributions to the performance of the Company, the officer’s leadership abilities and experience in the separations science industry, the officer’s scope of responsibility for the Company’s financial performance, and contributions by the officer to the Company’s achievements in strategic planning and positioning for the fiscal year.

(iv)  Total cash-based compensation for executive officers for fiscal 2010

The aggregate amount of total cash-based compensation paid to Dr. Witney during fiscal 2010, including his base salary, his Profit Sharing Plan award and his annual bonus under the MIBP was $905,115, which is comparable

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to the peer data in the Survey. The aggregate amount of total cash-based compensation paid to Mr. McCollam, including his base salary, his Profit Sharing Plan award and his annual bonus under the MIBP, was $582,196, which is comparable to the peer data in the Survey. The aggregate amount of total cash-based compensation paid to Mr. Barton, including his base salary, his Profit Sharing Plan award and his annual bonus under the MIBP, was $565,344, which is comparable to the peer data in the Survey. The aggregate amount of total cash-based compensation paid to Mr. Pohl, including his base salary, his Profit Sharing Plan award and his annual bonus under the MIBP, was $445,489, which is comparable to the peer data in the Survey. The aggregate amount of total cash-based compensation paid to Dr. Jochum, including his base salary and his annual bonus under the MIBP, was 380,000 Euros (or $458,069 based on the currency conversion rate of 1 US dollar to .81914 Euros on June 30, 2010), which is comparable to the peer data in the Survey. Amounts listed above include payments under the MIBP paid in fiscal 2011 but earned in fiscal 2010.

(v)  Base salaries for executive officers for fiscal 2011

Following a review of the Survey, in August 2010 the Compensation Committee determined that for fiscal 2011: (a) Dr. Witney should receive no base salary increase and his annual base salary remains at $450,000, (b) Messrs. Barton and McCollam should receive no base salary increase and their annual base salary remains at $350,000, (d) Dr. Jochum’s salary should increase from 270,000 Euros to 278,100 Euros (or up to $339,435 based on the currency conversion rate of 1 US dollar .81914 Euros on June 30, 2010) and (e) Mr. Pohl’s salary should increase from $310,000 to $319,300.

B.   Equity-based compensation

The Board adopted the 2004 Plan to provide a means to secure and retain the services of employees, directors and consultants of the Company and its affiliates, to provide incentives for such individuals to exert maximum efforts for the success of the Company and its affiliates, and to provide a means by which such eligible individuals may be given an opportunity to benefit from increases in the value of the Company’s Common Stock through the grant of stock options, RSUs and performance based RSUs. The Compensation Committee usually grants Stock Awards to senior management annually at the Compensation Committee’s first regular meeting in each fiscal year, typically occurring in August.

In determining the grant size of the awards the Compensation Committee considers: the overall size of the option pool available; the expense associated with the grants; the performance of the Company; long-term incentives available at our peer companies; and each named executive officer’s level of responsibility, individual performance, impact, potential, and existing awards. The Compensation Committee’s philosophy for these grants was that approximately 50% of the total targeted value of grants be in stock options and the remaining approximately 50% consist of RSUs. Options are granted because they have value only if the Company’s share price increases over the option term. Non-Performance based RSUs were granted because they transfer immediate value to the employee and can reduce shareholder dilution. Starting as of August 2010, half of the RSU grants were performance based RSU grants which only have value if the performance targets have been satisfied. For fiscal 2010, each named executive officer received 50% of the total value granted in stock options. For the remaining 50%, each named executive officer received 1 RSU for each 4 remaining stock option equivalents. This reflects the Compensation Committee’s determination that 1 RSU right is equivalent to 4 stock options. For fiscal 2011, as of August 2010 each named executive officer received 50% of the total grant value in stock options and for the remaining 50%, each named executive officer received 1 RSU for each 4 remaining stock option equivalents. In addition, 50% of these RSUs were performance based RSUs and the other 50% were non-performance based RSUs.

(i)  Objectives of the 2004 Plan

The Company uses stock options, RSUs and performance based RSUs to align the interests of management with those of stockholders by providing management a substantial economic interest in the long-term appreciation of the Company’s stock. In determining the size of an option, RSU or performance based RSU to be granted to an executive officer, the Compensation Committee takes into account the officer’s position and level of responsibility within the Company, the officer’s existing stock and vested option holdings, the potential reward to the officer if the stock price appreciates in the public market, and the competitiveness of the officer’s overall compensation

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arrangements, including options, RSUs and performance based RSUs. Generally, with respect to option grants the Company grants executive officers NSOs because NSOs provide the Company with more favorable tax treatment.

(ii)  Insider trading policy

Our Insider Trading Policy prohibits our executive officers from engaging in any hedging or monetization transactions involving Company securities.

C.  Insurance, retirement and other employee benefits

(i)  Elements of insurance, retirement and other employee benefits

We maintain broad-based benefits that are provided to all employees, including health and dental insurance, life and disability insurance, a 401(k) plan for US based employees, and Employee Stock Purchase Plan (ESPP) for US based employees. Executives are eligible to participate in all of our employee benefit plans, in each case on the same basis as other employees.

The 401(k) plan is a tax-qualified retirement savings plan pursuant to which all U.S. based employees, including officers, are able to contribute 1% to 25% of their annual salary up to the limit prescribed by the Internal Revenue Service to the 401(k) plan on a before-tax basis. The Company will match 100% of the first 5% of pay that is contributed to the 401(k) plan. All employee contributions to the 401(k) plan are fully vested upon contribution. All matching contributions are subject to vesting over a four-year period.

The purpose of the ESPP is to encourage U.S. employees of the Company to acquire Common Stock. It is believed that the ESPP will serve the interests of the Company and its stockholders because it allows employees to have a greater personal financial interest in the Company through ownership of Common Stock, which in turn will stimulate employees’ efforts on the Company’s behalf, and maintain and strengthen their desire to remain with the Company. It is believed that the ESPP will also assist in the recruitment of employees. Pursuant to the ESPP, all eligible employees, including eligible executive officers of the Company, may purchase stock of the Company at 85% of the lesser of the fair market value of the Company’s Common Stock on the date the offering commenced and the fair market value on the purchase date at the end of the offering period.

With respect to employees outside of the United States, the Company pays social security system contributions pursuant to statutory regulations applicable to such employees.

(ii)  Benefits applicable only to executive officers

The Company provides U.S. based executive officers with supplemental medical reimbursement pursuant to the Medical Care Reimbursement Plan (the “MCRP”) of up to $1,500 per year. The purpose of the MCRP is to encourage and insure full and complete medical care for the welfare of each covered employee, his spouse and dependents, and to supplement the benefits provided by the Company’s group medical insurance plan. Covered expenses include uninsured amounts paid for hospital bills, medical, optometric and dental bills, drugs, and premiums on accident or health insurance.

The Company provides U.S. based executive officers with reimbursement for legal, tax and estate planning fees up to $2,500 per year. The purpose of the plan, among other things, is to reduce the amount of time spent on personal and family legal, tax and estate planning matters by senior officers and thereby make more of their time available for the conduct of Company business.

The Company makes monthly lease payments on an automobile for Dr. Jochum, which includes automobile insurance and maintenance costs. The Company also pays contributions on a direct life insurance policy and on an accident insurance policy for Dr. Jochum. The Company provides these perquisites because many companies in Germany and across Europe provide similar perquisites and as a result the Compensation Committee believes that it is necessary that we do the same for retention and recruitment purposes.

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D.   Employment agreements, severance and change in control benefits

(i)  Employment contract

We are not party to a written employment agreement with any named executive officer other than an Offer Letter made to Dr. Witney when he was hired as Chief Executive Officer of the Company, which included his starting compensation information as well as information about our employee benefits. The letter also included severance payments in connection with a termination of employment as follows. If his service with the Company terminates due to an involuntary termination without Cause (as defined below), he will be entitled to receive as severance an amount equal to one year of his base salary plus a pro-rated bonus amount. The pro-rated bonus amount will be equal to 75% of the total base salary paid to him during the fiscal year in which his employment is terminated. In addition, if his employment is terminated after the end of any given fiscal year but before the date on which executive bonuses for such completed fiscal year are paid, his severance amount will include the bonus you would have received for such completed fiscal year had your employment not been terminated. As used in the Offer Letter, “Cause” shall mean: (a) conviction or nolo contendere plea to any felony or any crime involving dishonesty or moral turpitude; (b) participation in any fraud against the Company; (c) breach of any fiduciary or other duty to the Company; (d) intentional damage to any property of the Company; (e) material violation of any Company policy; (f) material breach of any written agreement with the Company, including but not limited to any agreement regarding confidentiality of Company information; or (g) conduct that in the good faith and reasonable determination of the Company demonstrates gross unfitness to serve.

All our named executive officers are at-will employees.

(ii)  Change in control severance benefit plan

The Company’s Change in Control Plan Severance Benefit Plan was established in October 2001 and amended in August 2008 and April 2010. The purpose of the Change in Control Plan is to provide for the payment of severance benefits to certain eligible employees of the Company whose employment with the Company is terminated without cause or constructively terminated within 13 months following a change in control. Eligible employees are executive employees of the Company who have been designated by the Board as eligible employees. All of our named executive officers are eligible employees. An employee who otherwise is an eligible employee will not receive benefits under the Change in Control Plan if (i) the employee has executed an individual severance benefit or change in control agreement with the Company, (ii) the employee’s employment with the Company is involuntarily terminated by the Company other than in an involuntary termination without cause, (iii) the employee voluntarily terminates employment with the Company and such termination does not constitute a constructive termination (as defined in the Change in Control Plan), (iv) the employee voluntarily terminates employment with the Company in order to accept employment with another entity that is wholly or partly owned by the Company, or (v) the employee is offered immediate reemployment by a successor to the Company following a change in ownership of the Company. To receive benefits under the Change in Control Plan, an eligible employee must execute a release of claims in favor of the Company and such release must become effective in accordance with its terms.

Under the Change in Control Plan, each eligible employee will receive 12 months of base salary if terminated without cause or constructively terminated within 13 months following the effective date of a change in control. Each eligible employee will also receive a bonus payment equal to the average of the employee’s annual bonuses paid by the Company with respect to the last three completed fiscal years of the Company for which the employee was eligible to receive a bonus (or such fewer fiscal years for which the employee was eligible to receive an annual bonus). For a period of 12 months following the date of the eligible employee’s termination, the Company will also pay the portion of the premiums of the employee’s group medical, dental and vision coverage, including coverage for the employee’s eligible dependents, that the Company paid prior to the employee’s termination, provided that the employee elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985. In addition, effective as of the date of the eligible employee’s termination, the employee will be credited with full acceleration of vesting for all Stock Awards outstanding that the employee holds on such date that have not yet vested. On behalf of an eligible employee, the Company will pay for an executive assistance program for a period

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not to exceed three months and at a cost not to exceed $7,500, provided that the employee enrolls in the program within six months following the employee’s termination.

The Company may amend or terminate the Change in Control Plan at any time; provided, however, that no such amendment or termination may occur following a change in control if such amendment or termination would affect the rights of any persons who were employed by the Company prior to the change in control.

The payment of severance benefits and the acceleration of vesting on grants under the Change in Control Plan in the event of a change in control event may be viewed as an anti-takeover provision, which may have the effect of discouraging a proposal to acquire or otherwise obtain control of the Company.

(iii)  Change in control provisions of the 2004 Plan

In the event of a corporate transaction (as defined below), all outstanding Stock Awards under the 2004 Plan may be assumed, continued or substituted for by any surviving or acquiring entity (or its parent company). “Stock Awards” under the 2004 Plan currently include option, RSU and performance based RSU grants. If the surviving or acquiring entity (or its parent company) elects not to assume, continue or substitute for such Stock Awards, then (i) with respect to any such Stock Awards that are held by individuals then performing services for the Company or its affiliates, the vesting and exercisability provisions of such Stock Awards will be accelerated in full and such awards will terminate if not exercised prior to the effective date of the corporate transaction, and (ii) all other outstanding Stock Awards will terminate if not exercised prior to the effective date of the corporate transaction. Repurchase or forfeiture rights with respect to other Stock Awards, such as stock purchase awards, may be assigned to the surviving or acquiring entity (or its parent company) in the corporate transaction. If such repurchase or forfeiture rights are not assigned, then any such Stock Awards that are held by individuals then performing services for the Company or its affiliates will become fully vested.

For purposes of the 2004 Plan, a corporate transaction will be deemed to occur in the event of (i) a sale of all or substantially all of the consolidated assets of the Company and its subsidiaries, (ii) the sale of at least 90% of the outstanding securities of the Company, (iii) a merger or consolidation in which the Company is not the surviving corporation, or (iv) a merger or consolidation in which the Company is the surviving corporation but shares of the Company’s outstanding Common Stock are converted into other property by virtue of the transaction.

In addition, the Board has the power to accelerate the time at which a Stock Award may first be exercised or the time during which a Stock Award or any part thereof will vest.

The acceleration of vesting of a stock award in the event of a corporate transaction or certain specified change in control transactions may be viewed as an anti-takeover provision, which may have the effect of discouraging a proposal to acquire or otherwise obtain control of the Company.

IV.  Competitive market assessment and use of compensation consultants

For fiscal 2010, the Compensation Committee retained Assets Unlimited to provide market intelligence on compensation trends along with recommendations for compensation for executive officers of the Company. Assets Unlimited provided a Study of Executive Compensation, a comparison of the Company to peer companies and an analysis including recommendations on the amount and form of executive compensation. For fiscal 2011, the Compensation Committee has retained the consulting services of Radford, an Aon Consulting Company (“Radford”), to assist in its review of independent compensation data such as public company proxy statements and the Radford Executive Compensation Survey in setting executive compensation for fiscal 2011. In our yearly survey of market data, we focus on companies meeting all or some of the following criteria: (i) they operate in a similar industry as the Company; (ii) they are of roughly similar size (as measured by revenues and aggregate market capitalization) as the Company; (iii) they have growth expectations similar to those of the Company;and/or (iv) they are companies against whom the Company competes for talent. For fiscal 2011, the peer group companies that were considered are as follows: Affymetrix, Analogic Corporation, Bruker, Caliper Life Sciences, Cepheid, Coherent, Cree, FEI Company, FLIR Systems, Inc., Gen-Probe, Harmonic Systems, Illumina, Luminex,, MKS Instruments, MTS Systems, National Instruments, Newport Corporation, Novellus, Photronics, Rogers and Veeco. The Compensation Committee, with management, reviews the appropriateness of the peer group each year. In the

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future, either the Company or the Compensation Committee may engage or seek the advice of Radford or other compensation consultants. Radford did not render any services to the Company other than that the services described above.

V.  Management’s role in executive compensation

The Compensation Committee approves all compensation decisions for the executive officers. Dr. Witney provides the Compensation Committee with his assessment of the performance of the Company and other executive officers, and makes recommendations for the compensation of other executive officers. No executive officer makes any decision on any element of his own compensation.

VII.  Tax and accounting implications of compensation

A.  Deductibility of executive compensation

Section 162(m) of the Code generally limits the Company’s deduction, for federal income tax purposes, to no more than $1 million of compensation paid to certain Named Executive Officers in a taxable year. Compensation above $1 million may be deducted if it is “performance-based compensation.” The Equity Subcommittee has determined that stock options granted under the 2004 Plan with an exercise price at least equal to the fair market value of the Company’s Common Stock on the date of grant will be treated as “performance-based compensation.” In connection with the approval of the 2004 Plan, the Company’s stockholders approved a provision that sets a limit on the maximum number of shares that can be granted subject to an option in any calendar year which enables any compensation recognized by a Named Executive Officer as a result of the grant of such a stock option to qualify as “performance-based compensation” and thus be deductible by the Company without regard to the $1 million limit otherwise imposed by Code Section 162(m). The Equity Subcommittee believes that it is unlikely that compensation, excluding the value of any stock options granted under the 2004 Plan, paid to any Named Executive Officer in fiscal 2011 that is subject to the limitation will exceed $1 million.

B.  Accounting for stock-based compensation

In fiscal 2006, the Company began accounting for stock-based compensation payments in accordance with the requirements of SFAS 123R. SFAS 123R requires all stock-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair value.

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COMPENSATION COMMITTEE REPORT⁽¹⁾

The Compensation Committee of the Company has reviewed and discussed with management the Compensation Discussion and Analysis as required by Item 402(b) ofRegulation S-K promulgated by the SEC. Based on these discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

MR. DAVID L. ANDERSON
MR. RODERICK MCGEARY, CHAIRMAN
MR. RICCARDO PIGLIUCCI
MR. MICHAEL W. POPE

 ⁽¹⁾ The material in this report is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

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Compensation Tables

SUMMARY COMPENSATION TABLE

The following table summarizes, for fiscal 2010, 2009 and 2008 compensation awarded or paid to, or earned by, the Company’s Chief Executive Officer, Chief Financial Officer and its three other most highly compensated executive officers at June 30, 2010 (the “Named Executive Officers”). As more fully discussed in the Compensation Discussion and Analysis, the Board reviews total compensation including all cash-based compensation and stock-based compensation.

									Non-Equity
									Incentive Plan		All Other
			Salary		Option Awards		Stock Awards		Compensation		Compensation
Name and Principal Position	Year		($)		($)(1)		($)(2)		(3)		($)(4)		Total
Frank Witney		2010		450,000		—		—		435,375		55,432		940,807
President and CEO		2009		77,885		1,722,570		1,346,250		65,531		5,880		3,218,116
Craig McCollam		2010		348,923		425,714		223,250		213,500		51,912		1,236,299
Executive VP and Chief		2009		303,077		181,606		148,540		65,968		38,975		738,166
Financial Officer		2008		282,307		359,168		—		137,997		51,360		830,832
Bruce Barton		2010		328,461		435,678		225,662		218,225		51,682		1,259,708
Executive VP of Global		2009		298,923		181,606		148,540		67,208		39,445		735,722
Sales and Service		2008		261,923		598,613		—		130,872		51,229		1,042,637
Christopher Pohl		2010		307,615		212,857		161,775		119,536		44,622		846,405
Senior VP, Research		2009		303,076		181,606		148,540		62,992		39,925		736,139
and Development		2008		281,334		359,168		—		135,945		52,066		828,513
Peter Jochum		2010		329,527		212,857		161,775		128,542		29,340		862,041
Senior VP, Life Sciences		2009		463,273		181,606		148,540		85,723		33,494		912,636
Business Unit(5)		2008		409,541		359,168		—		198,858		36,870		1,004,437

(1)	These amounts represent the aggregate grant date fair value of stock option awards made during fiscal 2010, 2009 and 2008, respectively, calculated in accordance with the Company’s financial reporting practices. For information on the valuation assumptions with respect to these awards, refer to note 10 (Stock Based Compensation) of the Company’s financial statements in theForm 10-K for the year ended June 30, 2010, as filed with the SEC.
(2)	These amounts represent the aggregate grant date fair value of restricted stock unit awards made during fiscal 2010, 2009 and 2008, respectively, calculated in accordance with the Company’s financial reporting practices. For information on the valuation assumptions with respect to these awards, refer to note 10 (Stock Based Compensation) of the Company’s financial statements in theForm 10-K for the year ended June 30, 2010, as filed with the SEC.
(3)	This column includes payments made under the Management Incentive Bonus Plan earned in each fiscal year but paid at the beginning of the next fiscal year.
(4)	Under SEC rules and regulations, if the total value of all perquisites and personal benefits is $10,000 or more for any Named Executive Officer, then each perquisite or personal benefit, regardless of its amount, must be identified by type. If perquisites and personal benefits are required to be reported for a Named Executive Officer, then each perquisite or personal benefit that exceeds the greater of $25,000 or 10% of the total amount of perquisites and personal benefits for that officer must be quantified and disclosed in a footnote.
	The amounts presented in this column for fiscal 2010 include (a) matching contributions made on behalf of theU.S.-based Named Executive Officers by the Company pursuant to the Company’s 401(k) Plan, (b) a car allowance and related expenses, (c) an allowance for medical expenses, (d) amounts paid pursuant to the Profit Sharing Plan, (e) payments to German foreign pension programs and social security programs including: German health insurance programs, German nursing insurance programs, and German unemployment insurance programs, (f) payments under the legal expense reimbursement plan and (g) payments for life insurance premiums paid. For fiscal 2010, the dollar value of each such benefit was (a) $16,500 for Mr. Pohl, $17,500 for Mr. McCollam and $17,423 for Mr. Barton for matching 401(k) contributions, (b) 11,502 Euros ($14,038) per

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	year for Dr. Jochum for the car allowance, (c) $1,290 for Mr. Witney and $569 for Mr. Barton for the medical expense reimbursement, (d) $54,142 for Mr. Witney, $34,412, for Mr. McCollam, $33,440 for Mr. Barton, and $33,440 for Mr. Pohl pursuant to the Profit Sharing Plan, (e) 10,679 Euros ($13,034) for Dr. Jochum for foreign pension and social security obligations, (f) $250 for Mr. Barton and $1,978 for Mr. Pohl under the legal expense reimbursement plan, and (g) 1,858 Euros ($2,267) for annual life insurance premiums for Dr. Jochum.
	The amounts presented in this column for fiscal 2009 include (a) matching contributions made on behalf of theU.S.-based Named Executive Officers by the Company pursuant to the Company’s 401(k) Plan, (b) a car allowance and related expenses, (c) an allowance for medical expenses, (d) amounts paid to pursuant to Profit Sharing Plan, (e) payments to German foreign pension programs and social security programs including: German health insurance programs, German nursing insurance programs, and German unemployment insurance programs, (f) payments under the legal expense reimbursement plan l and (g) payments for life insurance premiums. For fiscal 2009, the dollar value of each such benefit was (a) $16,124 for Mr. Pohl, $16,125 for Mr. McCollam and $16,500 for Mr. Barton for matching 401(k) contributions, (b) 11,143 Euros ($15,655) per year for Dr. Jochum for the car allowance, (c) $1,500 for Mr. McCollam, and $1,889 for Mr. Barton for the medical expense reimbursement, (d) $21,301 for Mr. Pohl, $21,350, for Mr. McCollam, $21,056 for Mr. Barton, and $5,880 for Dr. Witney pursuant to the Profit Sharing Plan, (e) 10,834 Euros ($15,220) for Dr. Jochum for foreign pension and social security obligations, (f) $2,500 for Mr. Pohl under the legal expense reimbursement plan, (g) and 1,858 Euros ($2,619) for annual life insurance premiums for Dr. Jochum.
	The amounts presented in this column for fiscal 2008 include (a) matching contributions made on behalf of theU.S.-based Named Executive Officers by the Company pursuant to the Company’s 401(k) Plan, (b) a car allowance and related expenses, (c) an allowance for medical expenses, (d) amounts paid to pursuant to Profit Sharing Plan, (e) payments to German foreign pension programs and social security programs including: German health insurance programs, German nursing insurance programs, and German unemployment insurance programs, (f) payments under the legal expense reimbursement plan l and (g) payments for life insurance premiums. For fiscal 2008, the dollar value of each such benefit was (a) $15,701 for Mr. Pohl, $15,749 for Mr. McCollam and $16,250 for Mr. Barton for matching 401(k) contributions, (b) 11,143 Euros ($17,303) per year for Dr. Jochum for the car allowance, (c) $1,500 for Mr. McCollam, and $2,978 for Mr. Barton for the medical expense reimbursement, (d) $33,865 for Mr. Pohl, $34,111 for Mr. McCollam, and $31,826 for Mr. Barton for pursuant to the Profit Sharing Plan, (e) 10,743 Euros ($16,682) for Dr. Jochum for foreign pension and social security obligations, (f) $2500 for Mr. Pohl, and $175 for Mr. Barton for under the legal expense reimbursement plan and (g) 1,858 Euros ($2,885) for annual life insurance premiums for Dr. Jochum.
(5)	Dr. Jochum is paid in Euros. U.S. dollar amounts in the table for fiscal 2010 are converted from Euros at the conversion rate of 1 U.S. dollar to .81914 Euros, which is the Exchange Rate as of June 30, 2010. U.S. dollar amounts in the table for fiscal 2009 are converted from Euros at the conversion rate of 1 U.S. dollar to 0.71192 Euros, which is the Exchange Rate as of June 30, 2009. U.S. dollar amounts in the table for fiscal 2008 are converted from Euros at the conversion rate of 1 U.S. dollar to 0.6440 Euros, which is the Exchange Rate as of June 30, 2008.

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Payments Upon Termination

As discussed further under “Compensation Discussion and Analysis” above, the Company maintains certain benefits in connection with the termination of executive officers when a change in control of the Company occurs, including pursuant to the Change in Control Plan and the change in control provisions of the 2004 Plan. The table below shows potential payments if a Named Executive Officer is terminated other than for cause or due to a voluntary termination after a change of control event. The amounts assume that the change of control event and termination of employment were both effective on June 30, 2010, and are estimates that reflect the amounts that would be paid and the incremental value of benefits that would be enhanced through accelerated vesting of options. The value of equity awards is based on the closing market price of $74.46 on June 30, 2010, the last trading day before year end. The table also assumes that the executive has been paid in full for salary due for the fiscal year and has no deferred compensation, pro-rated perquisites payments or accrued vacation due for the year.

									Gain on
					Health and				Accelerated
					Welfare		Outplacement		Stock Awards		Total
Name	Base salary ($)(1)		Bonus ($)(2)		Benefits ($)(3)		Services ($)(4)		($)(5)		Compensation ($)
Frank Witney		450,000		337,500		24,396		7,500		3,034,000		3,853,396
Craig McCollam		350,000		139,155		9,324		7,500		600,207		1,106,186
Bruce Barton		350,000		138,768		24,204		7,500		563,233		1,083,705
Chris Pohl		319,300		106,158		24,396		7,500		432,079		889,433
Peter Jochum(6)		339,435		128,582		3,625		7,500		432,079		911,221

(1)	Pursuant to the Change in Control Plan, each Named Executive Officer will receive 12 months of base salary if terminated without cause or constructively terminated within 13 months following the effective date of a change in control, payable in substantially equal installments commencing upon termination pursuant to the Company’s regularly scheduled payroll periods.
(2)	Pursuant to the Change in Control Plan, each Named Executive Officer will receive a lump sum bonus payment equal to the average of his annual bonuses paid by the Company with respect to the last three completed fiscal years of the Company for which he was eligible to receive a bonus (or such fewer fiscal years for which he was eligible to receive an annual bonus) if terminated without cause or constructively terminated within 13 months following the effective date of a change in control. For Dr. Witney his Offer Letter provides he would get 75% of his base salary. Currently his bonus under the Change in Control Plan would be $250,453 and his bonus under the Offer Letter would be $337,500. For purposes of the table we have used the higher amount payable.
(3)	Pursuant to the Change in Control Plan, if a Named Executive Officer is terminated without cause or constructively terminated within 13 months following the effective date of a change in control, for a period of 12 months following the date of his termination, the Company will pay the portion of the premiums of such Named Executive Officer’s group medical, dental and vision coverage, including coverage for his eligible dependents, that the Company paid prior to his termination, provided that he elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985.
(4)	Pursuant to the Change in Control Plan, on behalf of each Named Executive Officer terminated without cause or constructively terminated within 13 months following the effective date of a change in control, the Company will pay for an executive assistance program for a period not to exceed three months and at a cost not to exceed $7,500, provided that such Named Executive Officer enrolls in the program within six months following his termination.
(5)	Pursuant to the Change in Control Plan, if a Named Executive Officer is terminated without cause or constructively terminated within 13 months following the effective date of a change in control, effective as of the date of such Named Executive Officer’s termination, he will be credited with full acceleration of vesting for all Stock Awards outstanding that he holds on such date that have not yet vested. In addition, in the event of a corporate transaction, all outstanding Stock Awards under the 2004 Plan may be assumed, continued or substituted for by any surviving or acquiring entity (or its parent company). If the surviving or acquiring entity (or its parent company) elects not to assume, continue or substitute for such option awards, then with respect to any such awards that are held by individuals then performing services for the Company or its affiliates, the

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	vesting and exercisability provisions of such Stock Awards will be accelerated in full and such awards will terminate if not exercised prior to the effective date of the corporate transaction. This table assumes that the Stock Awards were not assumed, continued or substituted.
(6)	Dr. Jochum is paid in Euros. U.S. dollar amounts in the table for fiscal 2010 are converted from Euros at the conversion rate of 1 U.S. dollar to 0.81914 Euros, which is the Rate of Exchange as of June 30, 2010.

Grants of Plan-Based Awards for Fiscal 2010

The following tables provide information on grants of plan-based awards in fiscal 2010 to the Named Executive Officers.

Management Incentive Bonus Plan

	Estimated Payouts
	Under Non-Equity
	Incentive Plan Awards (1)($)
	Threshold		Target		Maximum
Name	($)(2)		($)		($)
Frank Witney		—		337,500		675,000
Bruce Barton		—		175,000		350,000
Craig McCollam		—		175,000		350,000
Peter Jochum		—		131,819		263,638
Chris Pohl		—		124,000		248,000

Equity Grants

			All Other						All Other
			Option						Option
			Awards:						Awards:
			Number of						Number of
			Securities		Exercise or				Securities
			Underlying		Base Price of		Grant Date Fair		Underlying		Grant Date Fair
	Grant		Options		Option Awards		Value of Option		RSU		Value of RSU
Name	Date		(#)(3)		($/Sh)(4)		Awards (5)		(#)(6)		Awards (7)
Frank Witney		10/26/2009		—		—		—		—		—
Chris Pohl		10/26/2009		10,000		64.71		212,875		2,500		161,775
Peter Jochum		10/26/2009		10,000		64.71		212,875		2,500		161,775
Craig McCollam		10/26/2009		20,000		64.71		425,714		3,450		223,250
Bruce Barton		10/26/2009		12,000		61.71		255,428		3,000		194,130
		01/25/2010		8,000		70.07		180,250		450		31,532

(1)	This represents the annual cash incentive payment targets for the fiscal 2010 Management Bonus Plan. The actual amounts paid under this plan are reported in the Summary Compensation Table under Non-Equity Incentive Plan Compensation. The threshold reflects the amount that would be payable under the MIBP if the minimum performance level was achieved. If the minimum performance level for payment of the threshold amount was not achieved then no bonus would have been payable under the MIBP.
(2)	There is no minimum guaranteed payment under the Management Incentive Bonus Plan. An officer must satisfy at least fifty percent of his individual performance goals before any bonus can be paid.
(3)	Options granted under the 2004 Plan may become exercisable in cumulative increments, or “vest,” as determined by the Board. Vesting typically will occur during the optionholder’s continued service with the Company or an affiliate, whether such service is performed in the capacity of an employee, director, or consultant and regardless of any change in the capacity of the service performed. The Board has the authority to accelerate the time during which an option may vest or be exercised.
(4)	Options are granted at the closing price on the Nasdaq market on the date of grant.

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(5)	These amounts represent the aggregate grant date fair value of stock option awards made during fiscal 2010, calculated in accordance with the Company’s financial reporting practices. For information on the valuation assumptions with respect to these awards, refer to note 10 of the Company’s financial statements in theForm 10-K for the year ended June 30, 2010, as filed with the SEC.
(6)	RSUs granted under the 2004 Plan “vest,” as determined by the Board. Vesting typically will occur during the holder’s continued service with the Company or an affiliate, whether such service is performed in the capacity of an employee, director, or consultant and regardless of any change in the capacity of the service performed. The Board has the authority to accelerate the time during which an RSU may vest or be exercised.
(7)	These amounts represent the aggregate grant date fair value of restricted stock unit awards made during fiscal 2010, calculated in accordance with the Company’s financial reporting practices. For information on the valuation assumptions with respect to these awards, refer to note 10 of the Company’s financial statements in theForm 10-K for the year ended June 30, 2010, as filed with the SEC.

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Outstanding Equity Awards at June 30, 2010

The following table provides information regarding equity awards held by the Named Executive Officers as of June 30, 2010. Other than stock purchased pursuant to our Employee Stock Purchase Plan, stock options and RSUs are the only type of equity award that has been granted to the Named Executive Officers during fiscal 2010.

			Option Awards(1)								Stock Awards(2)
			Number of		Number of
			Securities		Securities
			Underlying		Underlying						Number of		Market value of
			Unexercised		Unexercised		Option				RSUs that		RSUs that
			Options		Options		Exercise		Option		have not		have not
			(#)		(#)		Price		Expiration		vested		vested
Name	Grant Date		Exercisable		Unexercisable		($)		Date		(#)		($)
Frank Witney		04/26/08		25,000		75,000		53.8500		4/27/18		20,000		1,489,000
Craig McCollam		10/25/01		28,000		0		23.9800		10/24/11		0		0
		7/29/03		30,000		0		39.4710		7/28/13		0		0
		7/30/04		15,000		0		47.1900		7/29/14		0		0
		8/3/05		16,000		0		48.0500		8/2/15		0		0
		8/1/06		14,062		938		53.3800		7/31/16		0		0
		8/6/07		10,312		4,688		72.5600		8/7/17		0		0
		8/7/08		3,500		4,500		74.2700		8/6/18		1,600		119,120
		10/25/09		0		20,000		70.0700		10/24/19		3,450		256,853
Bruce Barton		7/30/04		15,000		0		47.1900		7/29/14		0		0
		8/3/05		16,000		0		48.0500		8/2/15		0		0
		8/1/06		14,062		938		53.3800		7/31/16		0		0
		8/6/07		17,187		7,813		72.5600		8/7/17		0		0
		8/7/08		3,500		4,500		74.2700		8/6/18		1,600		119,120
		10/25/09		0		8,000		64.7100		10/24/19		3,000		223,350
		1/24/20		0		12,000		70.0700		1/24/20		450		33,503
Peter Jochum		7/29/03		30,000		0		39.4710		7/28/13		0		0
		7/30/04		5,000		0		47.1900		7/29/14		0		0
		8/3/05		16,000		0		48.0500		8/2/15		0		0
		8/1/06		14,062		938		53.3800		7/31/16		0		0
		8/6/07		10,312		4,688		72.5600		8/7/17		0		0
		8/7/08		3,500		4,500		74.2700		8/6/18		1,600		119,120
		10/25/09		0		10,000		64.7100		10/25/19		2,500		186,125
Chris Pohl		10/25/01		13,000		0		29.8000		06/10/11		0		0
		7/29/03		20,000		0		39.4710		7/28/13		0		0
		7/30/04		15,000		0		47.1900		7/29/14		0		0
		8/3/05		16,000		0		48.0500		8/2/15		0		0
		8/1/06		14,062		938		53.3800		7/31/16		0		0
		8/6/07		10,312		4,688		72.5600		8/7/17		0		0
		8/7/08		4,500		3,500		74.2700		8/6/18		1,600		119,120
		10/25/09		0		10,000		70.0700		10/24/19		2,500		186,125

(1)	Stock options granted to officers of the Company fully vest four years from the grant date.
(2)	RSUs granted to officers of the Company fully vest over a five-year period.

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Option Exercises and Stock Vested

The following table shows for the fiscal year ended June 30, 2010, certain information regarding option exercises and stock vested and delivered during the last fiscal year with respect to the Named Executive Officers.

	Option Awards				Stock Awards
	Number of				Number of
	Shares		Value		Shares		Value
	Acquired on		Realized on		Acquired on		Realized on
	Exercise		Exercise		Vesting		Vesting
Name	(#)		($)(1)		(#)(2)		($)(2)
Frank Witney		—		—		—		—
Craig McCollam		30,574		1,206,998		—		—
Bruce Barton		30,500		1,378,920		—		—
Chris Pohl		13,000		577,639		—		—
Peter Jochum		—		—		—		—

(1)	The amount shown in this column represents the difference between the option exercise price and the market price on the date of exercise.
(2)	Our restricted stock units for officers vest over a five year period but shares are not delivered until the end of the five year period. During fiscal year 2010 no shares were delivered. The total number of shares vested is listed under Equity Ownership Guidelines.

Compensation Committee Interlocks and Insider Participation

The Company’s Compensation Committee is composed of four non-employee directors: Messrs. Anderson, McGeary, Pigliucci and Pope. No current member of the Compensation Committee is an officer or employee of the Company and no executive officer of the Company serves as a member of a compensation committee of any entity that has one or more executive officers serving as a member of the Compensation Committee.

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TRANSACTIONS WITH RELATED PERSONS

We have not engaged in any transaction, or series of similar transactions, since June 30, 2009, nor is there any currently proposed transaction, or series of similar transactions, to which the Company or any of its subsidiaries was or is to be a participant, in which the amount involved exceeds $120,000 and in which any of the Company’s directors or executive officers, members of their immediate family or any stockholder who owns more than 5% of our common stock had, or will have, a direct or indirect material interest.

In January 2008, the Board adopted our Related Person Transaction Policy. Pursuant to this policy each related person transaction and any material amendment or modification to a related person transaction, must be reviewed and approved or ratified by any committee of the Board composed solely of independent directors who are not interested persons in the related person transaction (“Reviewing Committee”) or by the members of the Board who are not interested persons in the related person transaction and that any employment relationship or transaction involving an executive officer and any related compensation must be approved by the Compensation Committee or recommended by the Compensation Committee to the Board for its approval. When reviewing, approving or ratifying a related person transaction, the Reviewing Committee will examine several things, including the approximate dollar value of the transaction and all material facts about the related person’s interest in, or relationship to, the transaction. If the related person transaction involves an outside director or nominee for director, the Reviewing Committee may also consider whether the transaction would compromise the director’s status as an “independent director,” “outside director” or “non-employee director” under rules and regulations of the Nasdaq Stock Market, the Internal Revenue Code or the Securities Exchange Act of 1934, as amended. For purposes of the policy a “related person transaction” means any transaction within the meaning of Item 404(a) ofRegulation S-K involving the Company and any related person that would be required to be disclosed pursuant to Item 404(a).

OTHER MATTERS

The Board does not know of any other matters that may come before the meeting. If any other matters are properly presented to the meeting, it is the intention of the persons named in the accompanying proxy to vote, or otherwise to act, in accordance with their best judgment on such matters.

By Order of the Board of Directors

Gina M. Christopher
Secretary

September 21, 2010

A copy of the Company’s Annual Report to the Securities and Exchange Commission onForm 10-K for the fiscal year ended June 30, 2010 is available without charge upon written request to: Investor Relations, Dionex Corporation, Attn: Evelyn Posey, 501 Mercury Drive, Sunnyvale, CA 94085.

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Electronic Voting Instructions You can vote by Internet or telephone! Available 24 hours a day, 7 days a week! Instead of mailing your proxy, you may choose one of the two voting methods outlined below to vote your proxy. VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR. Proxies submitted by the Internet or telephone must be received by 1:00 a.m., Central Time, on October 26, 2010. Vote by Internet Log on to the Internet and go to www.investorvote.com/DNEX Follow the steps outlined on the secured website. Vote by telephone Call toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada any time on a touch tone telephone. There is NO CHARGE to you for the call. Follow the instructions provided by the recorded message. Using a black ink pen, mark your votes with an X as shown in X Follow the instructions provided by the recorded message. this example. Please do not write outside the designated areas. Annual Meeting Proxy Card 3 IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. 3 A Proposals — The Board of Directors recommends a vote FOR all the nominees listed and FOR Proposal 2. 1. To elect directors to hold office until the next Annual Meeting and until their successors are elected. B Non-Voting Items Change of Address — Please print new address below. C Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below For Withhold For Withhold For Withhold 01 — David L. Anderson 02 — A. Blaine Bowman 03 — Frank Witney 04 — Roderick McGeary 05 - Riccardo Pigliucci 06 — Michael W. Pope For Against Abstain 2. To ratify the selection of Deloitte & Touche LLP as the Company’s independent auditors for its fiscal year ending June 30, 2011. Please sign exactly as your name appears hereon. If the stock is registered in the names of two or more persons, each should sign. Executors, administrators, trustees, guardians and attorneys-in-fact should add their titles. If signer is a corporation, please give full corporate name and have a duly authorized officer sign, stating title. If signer is a partnership, please sign in partnership name by authorized person. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. 1 U P X 018HUA

3 IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. 3 Proxy — Dionex Corporation PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON OCTOBER 26, 2010 The undersigned hereby appoints Frank Witney and Craig McCollam, and each of them, as attorneys and proxies of the undersigned, with full power of substitution to vote all of the shares of stock of Dionex Corporation that the undersigned may be entitled to vote at the Annual Meeting of Stockholders of Dionex Corporation to be held at Dionex Corporation, 501 Mercury Drive, Sunnyvale, California on Tuesday, October 26, 2010 at 9:30 a.m. (local time), and at any and all postponements, continuations and adjournments thereof, with all powers that the undersigned would possess if personally present, upon and in respect of the matters on the reverse side and in accordance with the instructions on the reverse side, with discretionary authority as to any and all other matters that may properly come before the meeting. UNLESS A CONTRARY DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED FOR ALL NOMINEES LISTED IN PROPOSAL 1 AND FOR PROPOSAL 2, EACH AS MORE SPECIFICALLY DESCRIBED IN THE PROXY STATEMENT. IF SPECIFIC INSTRUCTIONS ARE INDICATED, THIS PROXY WILL BE VOTED IN ACCORDANCE THEREWITH. SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE. SEE REVERSE SIDE SIDE